In The Eye Of The Beholder
by BwayEveryday
Summary: Fluttershy and Rarity spend an afternoon partaking in idle chit-chat, but conversation turns to confession when Rarity learns that Fluttershy doesn't consider herself beautiful and never has. Rarity was the last pony Fluttershy thought would understand, but Rarity has a secret of her own, and Fluttershy comes to realize they aren't so different after all.
1. An Afternoon At Rarity's

"...and I still don't know what became of Wind Rider, but I say good riddance! So after Rainbow Dash's spectacular performance, I went back to my suite and slept for a few hours, then exchanged farewells with Sassy in the morning. After that, I waited for Rainbow at the station, who, punctuality never being her strong suite, arrived seconds before the train departed." Rarity gave a soft sigh and reclined further into the ruffled pillows adorning her chaise lounge. "All she talked about on the ride home was how A. K. Yearling should write a mystery novel in which Daring Do and Shadow Spade join forces so they can," she held up her hooves in an air quotes gesture and tried to mimic Rainbow's raspy voice, "'Kick some crime fighting flank'".

Fluttershy, who had been silent ever since Rarity's captivating story began, giggled at her attempt at impersonating their friend. "Hee-hee. Wow, Rarity, it's like she's really here with us! It's so nice of you to join us, Rainbow!"

Rarity picked up on her sarcasm and joined in the laughter, a hint of embarrassment on her comely features. "Alright, dear, you've made your point. It was mediocre at best. Anyway, I suppose that sums up the-" She twirled her hoof in a circular motion, searching for the right word. "-escapades of the past few days. If you ask me, the real mystery of all this is why, aside from Sassy, I only received one compliment on my _Femme Mystique Chic_ ensembles! Can you believe that, darling? Just one, and I don't even think it was genuine! And here I thought Canterlot ponies were renowned for having exquisite taste!" A few pillows bounced onto the floor as Rarity flopped down on the lounge in an exaggerated display of frustration.

Rolling her eyes, Fluttershy held a hoof to her mouth and quietly giggled at her friend's melodrama. _This is almost as entertaining as that story,_ she thought. It was a tough act to follow, however. Rarity's sleuthing skills had been impressive enough, but the way she described it made Fluttershy feel like she'd been transported into a black-and-white noir film like the kind her Aunt had always insisted on watching with her.

Rarity's storytelling was certainly commendable, but Fluttershy knew that wasn't the type of compliment the fashionista wanted to hear at the moment. She got up from the upholstered chair she'd been sitting in and trotted over to Rarity, who now had a foreleg draped over her eyes like she couldn't bear to see the unjustness of her fabulous outfits being underappreciated.

The sight brought an amused smile formed to Fluttershy's lips. She treasured the uniqueness of each of her friends' personalities equally, but today, Rarity's little idiosyncrasies seemed to bring her an uncharacteristic amount of delight. All morning it hadn't occurred to her that the reason for this, along with why she was so eager to go to Carousel Boutique to welcome her home, was that she'd missed Rarity, and a lot more than usual. She missed Rainbow Dash as well, but it was like Rarity's presence satisfied some sort of need she hadn't even been aware of.

Rarity had only been gone three days, there were trips that kept her away much longer, especially now that she'd opened a second boutique in Canterlot, and Fluttershy had always dealt with her absence no differently than the rest of her friends. It wasn't like Rarity's trips to Canterlot Carousel were the only time the six of them were ever apart. They were all still getting used to having to sit out a friendship problem when the Cutie Map called a select two from the group to travel somewhere in Equestria to solve it. Granted, Fluttershy was always thrilled to see them when they returned and felt relieved that they'd come back safe, but it never gave Fluttershy the sense of completion she was feeling now.

 _Maybe I'm just antsy from being cooped up in the cottage,_ she reasoned. _Have I really been inside for three whole days? Didn't I go out right after Rarity and Rainbow left?_ When she thought back, the first traces of a memory ever-so-slightly tugged at her, but it eluded her grasp when she tried to bring it to the forefront of her mind.

After picking up the pillows that were strewn about the floor and placing them neatly back in their previous spots, Fluttershy hopped up next to her woebegone friend and patted her on the shoulder comfortingly. "Well, you certainly deserved more. I'm sure they were just as stunning as how you described them. Maybe you can show them off here in Ponyville where they might be more well-received."

This seemed to pacify Rarity and she lifted the foreleg partially obscuring her muzzle to smile appreciatively. "Thank you, darling. Perhaps I will."

Rarity returned to a sitting position and moved a few pillows aside to allow Fluttershy more room before patting the space next to her. Fluttershy obliged and scooched over until they were sitting a few inches apart. "I still can't believe you solved a mystery all on your own! That must've been quite the endeavor. I'm don't know how many ponies could've done that, even with the background knowledge from reading mystery novels and such." Fluttershy said, quite impressed.

It was no secret that Rarity was a tenacious and resourceful pony, but she had never demonstrated those two attributes to this magnitude before. Not only was she able to keep a level head and use her wits in a crisis, but she also brought Wind Rider to justice and cleared Rainbow's name, thus protecting her position as a Wonderbolt reserve. The respect they had for each other was mutual, they were best friends after all, but Fluttershy couldn't help but feel like hers had grown just a bit more after this.

Rarity's alabaster cheeks flushed a shade of pink at the praise and she waved her hoof dismissively. "That's very kind of you to say but it was nothing really, any of you would have and could have done the same. I simply couldn't stand to see Rainbow suffer due to somepony else's actions and do nothing about it. Besides, it wasn't _all_ on my own, I did have some assistance." She rested her head against the velvet backing of the sofa and sighed, half in contentment and half in exhaustion. "I'm just relieved to be home at last. There's nothing like a quiet afternoon with splendid company to make you feel like yourself again."

Flattered by the compliment, Fluttershy left Rarity to her moment of respite and reached for the small teacup that sat steaming on the coffee table. She lifted the ornate china to her mouth and took a sip, feeling a twinge of disappointment when she saw it was almost completely emptied of the delicious chamomile Rarity had made her. She didn't want to be rude and ask Rarity to make more, so she made sure to savor what remained, holding the tea in her mouth for a second before swallowing.

The realization that a considerable amount of time had passed swept over Fluttershy and worry suddenly wormed it's way into her gut. She turned around to glance at the stately grandfather clock that sat in the corner of the parlor, softly ticking in time with the pendulum swinging back and forth. It was twelve-fifty-five, almost an hour had gone by since Fluttershy's arrival. _Rarity probably has million things to do today, the shop was closed while she was away after all, and I don't want to impose. But...I don't want to go home either._ The thought that this wonderful afternoon may be coming to a close made her unusually dismayed.

Fluttershy turned to Rarity and was about to ask if she had any plans, but the words died on her lips when she saw that Rarity had fallen asleep. A look of sympathy settled on Fluttershy's face, not dissimilar to the one she gave her critters when they'd worn themselves out frolicking and playing in the fields all day and lay curled up in a peaceful slumber. An almost maternal affection warmed Fluttershy's heart at seeing sompony always so confident and poised look so vulnerable. _Poor thing, she must not have had a moment's rest between helping Rainbow and managing the boutique,_ Fluttershy thought with a melancholy smile and a light stroke of her hoof through Rarity's lustrous mane. This wasn't the first time Rarity had neglected her own needs for the sake of her friends, and it wouldn't be the last.

As she gazed at the slumbering Unicorn, it suddenly dawned on Fluttershy that something about her was different. Her false eyelashes were a little askew and now that her eyes were closed, Fluttershy could see her eyeshadow was smudged in places from having to do her makeup on the train ride home. There were small, dark circles under her eyes from having deprived herself of more than a few hours of sleep for three days. Despite this, Fluttershy couldn't help but marvel at how stunning she still looked. Fluttershy always found it astonishing that even in Rarity's most frazzled state, and she had seen her in far worse, she could still turn heads and drop jaws, be it stallion or mare. _That must be nice,_ Fluttershy thought.

It was only meant to be a casual observation with no ill-will or jealousy behind it whatsoever, but to the voice that had been lying dormant in the farthest depths of Fluttershy's mind, it was an invitation.

 _Don't you wish you could be that perfect? You'll never be beautiful like her._

It was a voice that spoke in the boisterous laughter of ever filly and colt at flight camp taunting and insulting her, pointing out her flaws as if they weren't already painfully obvious to her. In the aching sobs of every night she spent in her dorm looking in the mirror and wishing she could see anypony but herself. And what frightened Fluttershy most, it spoke in her own voice, dulcet and breathy, but dripping with malice and deception. It was always there, feeding off her insecurity like a parasite, biding it's time until the perfect opportunity strike.

 _You'll never be beautiful at all. You don't deserve to be._

It's sole purpose was to torment her, to stomp her-self esteem even further into the ground. It had been relentless when she was a filly, but ever since the six of them had of them had discovered the magic of friendship, the voice had become less and less frequent. It still lurked in the darkest corners of her subconscious, waiting to belittle her or twist admiration into jealousy whenever she appreciated somepony else's beauty, but it hadn't truly made itself known in months.

Fluttershy had no idea why she was hearing it now, but by Celestia she wasn't going to let it ruin her afternoon. It didn't have as much power over her if she wasn't looking in a mirror, she so thought maybe she could make it go away, at least until she could be alone. She mustered up the most authoritative voice her very unintimidating one would allow and yelled into her mind, _Hey, be quiet! I don't why you've suddenly decided to give me a hard time, but if you're going to make me feel terrible, at least wait until I get home. It isn't right to be jealous of my friends, especially Rarity. I've told you that a thousand times already, so leave me alone!_ The voice, to Fluttershy's relief and slight surprise, was silent. For now anyway.

The brass hands of the grandfather clock struck one and a resounding bong pierced silence, eliciting a small "Eep!" from Fluttershy as she was jarred out of her thoughts and nearly jumped a foot off the couch. Rarity's eyes shot open and she sat bolt upright, whipping around to look at the clock.

"My stars, is it one o'clock already?! Did I doze off? Forgive me, I hadn't meant to. No, no, I'm just fine, I want to spend this time with you, darling." Rarity added when Fluttershy suggested a nap. "Besides, we still have so much catching up to do!" Fluttershy took another drink from her teacup to settle her startled nerves and looked over the rim at Rarity who asked in a conversational tone, "So, what have you been up to? I've talked enough about myself today. Has anything particularly noteworthy happened since I was gone?"

The question, for some unknown reason, made Fluttershy pause, the teacup still poised on her lips in mid-sip. Just as before, something in her subconscious nagged at her. It was faint, almost imperceptible, but she knew that it was something significant, something she should be remembering but couldn't. Or didn't want to. It was like she had a word on the tip of her tongue; the phantom of the word was there, but she just couldn't visualize it, couldn't dredge it up from the recesses of her mind.

"Oh, um...n-nothing really. It was pretty quiet. Caramel's hamster was sick, so I treated him. It turns out it was just a bad cold and he was right as rain in no time! had her litter of kits. They're adorable but quite the handful. Then the latch to my chicken coop broke and Applejack came by to fix it."

"My, that was nice of her. You can always depend on Applejack to be there when you need her."

Rarity levitated her teacup to her mouth, then scrunched up her nose in displeasure when lukewarm liquid met her lips. The cup was still full to the brim since she hadn't had time to drink it while she was regaling Fluttershy with her story. Still, she didn't want to make a new batch so she drank another mouthful and shuddered at how cold it felt running down her throat.

Fluttershy nodded, remembering how grateful she was for AJ's assistance. "Yes. I was going to do it myself when I got the chance, but she said it was no problem. I'm glad it got done right away. With no place to sleep for the night, I kept having to bring the chickens into my cottage and with the new kits...well….I know they aren't big enough yet, but foxes are a natural predator to chickens."

"I see." said Rarity, choking down another mouthful of "tea".

There was a lull in conversation as the two reveled in the tranquility of the afternoon. Normally Fluttershy dreaded these awkward pauses. It made her feel like she was drowning, like the lack of sound was causing the air to grow thicker, slowly suffocating her. But this time, the silence wasn't oppressive, on the contrary in fact. She even found herself hoping it would continue so she could enjoy being in Rarity's presence without the burden of carrying on the conversation looming over her. They spent a good few minutes this way, relishing in each other's company.

"You know, I used to think Caramel was such a charming stallion." Rarity piped up, drawing Fluttershy's attention from admiring the striking plumage of a robin perched on a branch outside the window. "A true a gentlecolt, always complimenting me and trying to ask me out on dates."

At those simple words, Fluttershy froze. The shift in her demeanor was immediate: her eyes went wide, her pupils shrank down the size of pinpricks, and her mouth hung slightly open. She clutched the teacup that was still in her hooves so tightly it was a miracle it didn't shatter into a thousand pieces.

"I'm used to it, of course, but I was flattered nonetheless and I almost considered saying yes. That is, until I found out he was already in a relationship with Windwhistler, and then I was downright furious. I mean honestly, has he no decency? The poor dear probably had no idea that her coltfriend was out gallivanting around town trying to pick up other mares. Windwhistler is a delightful pony and I don't know why..."

Rarity's voice grew muffled in Fluttershy's ears as she and the rest of the boutique began to drift out of focus.

 _Trying to ask me out on dates._

That one sentence was all it took to open the floodgates, unleashing the torrent of memories that Fluttershy had been keeping at bay in one, overpowering wave. This was what had been pricking at the back of her mind. This was why that accursed voice had returned. It had happened just after Rarity's departure, as though her presence in Ponyville had been preventing anything untoward from happening to Fluttershy.

It had been tormenting her the entire time Rarity was gone, and she'd been doing anything she could to forget about it, when all she really needed was one look into those sapphire eyes. Ever since Rarity had opened the door and invited her in that morning, it was the farthest thing from her mind, and she'd felt happy for the first time in days. Until now, that is. She should've anticipated Rarity asking about her, she always did after all, but she hadn't, and it left her woefully unprepared.

Alarmed at the sudden change in her friend, Rarity ceased her rant about Caramel's unfaithfulness and waved a hoof in front of Fluttershy's glossed-over eyes, her expression mirroring the concern in her voice.

"Fluttershy, what is it? Are you alright?"

 _Oh sweet Celestia, why did I have to go the market?! Why didn't I just stay home? I didn't need celery that badly!_ Tears began to sting at her eyes but she quickly blinked them away before Rarity could see. _Those dumb colts, why did they have to be so mean!? Why did he have to tell me I was beautiful!? Couldn't he have just tripped me or something if he wanted to humiliate me? Why does_ Rarity _have to be so beautiful? Why won't that voice just leave me alone? Why-_

The tale-tale tingle of unicorn magic penetrated her mind and it suddenly went blank, severing her string of thoughts. It felt like her thoughts had been siphoned out of her and replaced with concrete, making her unable to form a single coherent one. With nothing to keep her tethered from reality, the world soon came rushing back. Rarity was the first thing her eyes focused on, her horn was aglow, her eyes glistening with worry and screwed up in concentration.

The minute Rarity saw Fluttershy look _at_ her and not _through_ her, her worried expression was replaced with that of great relief. "Oh, thank goodness! For a moment I thought I'd lost you."

The blue aura around Rarity's horn faded out and whatever had been obstructing Fluttershy's thoughts vanished so suddenly it made her lightheaded and the room spun like she was on a carousel. There was something wrong with her vision, as though she were looking through a kaleidoscope. "R-Rarity…" Fluttershy wasn't sure which Rarity she should be addressing as there were now three of them, so she went with the non-translucent one in the middle. "I feel s-strange. What was that?"

"I'm sorry, darling, I know it's a little disorienting but I didn't know what else to do. Don't worry, it only lasts a few seconds." The trio of Raritys assured in unison.

Fluttershy shook her head, trying to clear it. "I didn't even know you could cast spells like that. Have you been taking lessons from Twilight?"

"That's not important right now, dear. What in Celestia's name was all that about?!"

The dizziness was already subsiding and Fluttershy rubbed her eyes then blinked a few times, thankfully only finding a single Rarity giving her an expectant look, a bit of concern still lingering in her eyes.

Fluttershy's first instinct was to tell her, she knew it was wrong to keep secrets from her friends. But it wasn't fair to burden Rarity with her troubles so soon after coming home, she probably had many other things on her mind and this visit was supposed to be enjoyable for them both. However, her inner Applejack was saying that wasn't the true reason why she was so hesitant. Rarity was always empathetic when it came to other pony's problems, but Fluttershy knew that no matter how hard she would try to understand, she had no idea what it was like. Nopony did, but especially not somepony as gorgeous as Rarity.

That horrible voice was right about one thing. Rarity _was_ perfect, and not just in Fluttershy's eyes. Everypony in Ponyville, maybe even beyond knew Rarity's beauty was unrivaled by any mare in Equestria. With a few flirtatious words and a flutter of her eyelashes, she was able to charm stallions into doing anything she desired. They were practically throwing themselves at her hooves. She would never know what it like to stare into a mirror and feel disappointment at what stared back. To have insecurities, and be teased and ridiculed for them, as if they were something you could control. To hear a mocking voice in your head, poisoning your thoughts and manipulating your emotions until you felt jealousy for everypony and hatred only for yourself. To constantly be comparing yourself to everypony and feeling more inadequate with each face you find that's more attractive than yours.

Fluttershy already considered herself unattractive, or least, that's what the voice kept telling her, but next to Rarity, she might as well have been a Diamond Dog. Telling her this would only only make her feel terrible, and that was something Fluttershy never wanted to do, not even if her life depended on it. Fluttershy knew how much Rarity cared for her, and how much pride she took in thinking that she had instilled a little more confidence in her each time she wore one of her creations that she toiled away the hours working on. Fluttershy never wanted her to know that her efforts were in vain all the times Fluttershy had modeled for her and smiled as she looked in the mirror. On the outside, it was a smile; on the inside, it was a grimace. It was best to just pretend like nothing had happened, and cry in the privacy of her cottage later.

Rarity had been staring at her the entire time waiting for an answer, and Fluttershy scrambled for something, anything she could use as a convincing excuse.

"N-Nothing! I….just…" _Think, Fluttershy! Let's see...I was thinking about Applejack earlier….isn't her birthday next week? Yes, that's it!_ "...I...remembered that Applejack's birthday is in a few days...and...I haven't gotten her anything!" She blurted out a little too quickly. Rarity eyed her suspiciously. Fluttershy gulped and held up her teacup to her mouth in an attempt to hide from that scrutinizing gaze, but it didn't do much to help her cause when she found her hooves were trembling so violently she could barely hold it. She knew she was a terrible liar, Applejack being the only pony who could compare, but whatever hope Fluttershy had of Rarity believing her before had now gone out the window. _So much for convincing._ "It was nothing. I-I'm fine."

"Yes, clearly." Rarity quipped with a roll of her eyes. Although she was careful not show it, she felt a bit hurt that Fluttershy was still so reluctant to say what was bothering her. She knew it wasn't her fault, it was in Fluttershy's nature to be reserved, but they'd been through so much together, especially in the past year or so, and she'd hoped that the strengthening of their bond would dispel whatever fears still remained. Unfortunately, that wasn't the case.

With a soft sigh, Rarity placed her hoof on Fluttershy's own and said as gently as she could, "Fluttershy, darling, you can tell me anything, you know that. Friends shouldn't be afraid to share their feelings with one another, and if something's troubling you, I want to help in any way I can." She punctuated this by giving Fluttershy's hoof a squeeze.

Fluttershy was suddenly reminded of just how much she trusted Rarity, admittedly even more than she rest of her friends, if only because she was just so patient and sympathetic. She was always there with an ear ready to listen, and no problem of Fluttershy's was ever too trivial. Fluttershy had been foalish to think this time would be any exception, even if she didn't understand. _Telling somepony might make me feel better too,_ Fluttershy thought, and she slowly lifted her eyes to meet Rarity's. Usually Fluttershy would have to force herself to maintain eye contact with other ponies, but there was so much commiseration and empathy sparkling in Rarity's eyes, she found she couldn't look away. They were so inviting. It made her feel so secure, and under the warmth radiating from those pools of sapphire, she felt all of her apprehension melt away like snow on Winter Wrap Up Day.

With newfound courage now coursing through her, Fluttershy smiled and squeezed Rarity's hoof back. "I know. And….you're right. We know better than to keep secrets from each other." It was easier said than done, however, and icy dread began to seize Fluttershy when she realized she was going to have to have to take a very painful trip down memory lane. However, the warmth in Rarity's eyes kept it at bay, like a fire burning in the hearth on a cold winter night.

The words came pouring out of her before she had time to give it a second thought. "A stallion asked me on a date!"

Rarity had been polishing off the last of her tea and upon hearing this, the magic holding her cup aloft cut out and it fell to the floor. If Fluttershy's cup had been spared earlier, this one certainly wasn't, and it shattered into thousands of tiny porcelain shards. Rarity slapped a hoof over mouth to avoid performing a spit-take, and quickly swallowed her mouthful of tea.

" _What!?"_

"A stallion as-"

"No, no, I heard you...I just...sweet Celestia, why didn't you say something earlier?! I think that falls under that category of 'particularly noteworthy' don't you?" Rarity's shock immediately wore off and she was suddenly beside herself with elation. She clapped her hooves in a Twilight-esque fashion. "Oh, Fluttershy, I'm so happy for you!"

Now that she'd said it, Fluttershy could feel her composure crumbling. She tried to speak but the lump in her throat prevented the words from advancing any further.

It took every ounce of restraint Rarity had to keep from squealing like a filly and hugging Fluttershy as tightly as she could. She'd always known this day would come, how could it not? Somepony as graceful and elegant as Fluttershy was bound to catch a stallion's eye, and now she had! She wanted to scoop Fluttershy up in her hooves, shower her with questions, beg for details. What did he look like? Where did they meet? What was his name? The design for the dress Fluttershy would wear on this date was alreading taking shape in Rarity's mind, and she was about to gallop out the door to reserve a table for two at the finest restaurant in Ponyville, paid in full by her, of course. Heck, she was ready to put in an order at Sugarcube Corner for a wedding cake! She'd wanted this so badly for Fluttershy, she adored romance after all, and nopony deserved it more than the Pegasus sitting before her.

But that flame of excitement and jubilation was extinguished the moment she was able to see Fluttershy clearly, without her perspective being obscured by the haze of cloud nine. She was hiding behind her long pink mane, ears folded back, staring downtrodden at her hooves, and looked to be fighting back tears. Equal parts shock, confusion, and concern raced through Rarity. This wasn't at all what somepony in love looked like. Where was the giddiness reminiscent of a schoolfilly with a crush? Where was the dreamy, faraway look in her eyes? Rarity had expected this to be a moment of great celebration, but the look on Fluttershy's face was the opposite of celebratory.

She took Fluttershy's hoof again and asked in a voice as soft as Fluttershy's own, "What is it, darling?"

"I….I…" The dam that had been holding back Fluttershy's tears had been cracking bit by bit, and this small amount of contact was all Fluttershy needed to send her pitching over the edge. She buried her face in her foreleg and her shoulders shook as quiet sobs wracked her body.

Rarity was taken aback and quickly gathered Fluttershy into a tight embrace. This certainly wasn't the type of hug Rarity had hoped to give her upon receiving such wonderful news as this. "Fluttershy, whatever is the matter?! You've captured the heart of a stallion like I always knew you would! Shouldn't this be a joyous occasion?"

"No!" Fluttershy shouted, extracting herself from Rarity's hooves. Even though that "shout" only reached the volume of a regular ponies' speaking voice, Rarity was caught off guard by her outburst and recoiled slightly.

Regret added to the slurry of negative emotions already raging inside the Fluttershy, and she peeked out through her mane, an apologetic look in her teary eyes. "I-I'm sorry...I didn't mean to yell. It's just...it wasn't real. He didn't mean it. It's always just a big joke to them."

Rarity cocked her head to the side in bewilderment. "Why in Equestria would you ever think that? Of course he meant it! Who could resist your allure, after all?"

Fluttershy had expected this, and braced herself for what was to come. She sniffled and took a few shaky breaths to calm herself, even though it was pointless since she knew she would be reduced to a sobbing pile of fur and feathers by the end of this.

She wiped away a few tears and swallowed hard before speaking. "W-When I was a filly in Cloudsdale...I was...teased a lot." The last part was barely above a whisper, and she looked up at Rarity as though she needed confirmation that she knew this fact as well, and it wasn't her just her own secret slice of Tartarus.

Rarity, as much as it pained her, gave it to her with a nod, the heartache she felt apparent in her voice. "Yes, dear, I know. I wish I did then."

"It w-was mostly because I was such a weak flier...but also because I didn't look like other fillies my age. I was scrawny and my legs were too long, they never seemed to do what I wanted which made me a bit of a klutz. They would always make fun of my appearance...calling me mean names and things like that. It wasn't anything I wasn't already used to, and after Rainbow Dash and I became friends, a lot of the taunting stopped. But..." She shut her eyes as an onslaught of painful memories bombarded her. A tremor ran through her body and fresh tears threatened to spill from her eyes once more. She couldn't believe after all these years it still upset her this much.

The pleasant scent of lavender wafted into her nostrils, and she felt hooves wrap around her waist, pulling her close against soft, well-groomed fur. She didn't have to open her eyes to know Rarity had embraced her again. This time, she reciprocated and clung to her like a piece of driftwood in the rapids.

"...But there was one group of colts that weren't afraid of Rainbow. What they did...I-I would've prefered the name calling. One day, they stole the notebook I had been writing a poem about my crush in. There were a few of them in there, I'd been admiring him from afar for quite some time. He was so handsome and every filly at camped loved him. He was the first pony I'd ever loved."

In spite of herself, Fluttershy smiled, remembering how amazing it felt to be in love for the first time. If only she'd known then what she knew now, she could've saved herself the heartbreak.

"A few weeks later, the colt I had written the poem about approached me. It was the first time he had ever acknowledged my existence, and I couldn't believe that the colt of my dreams was talking to me instead of the popular and prettier fillies. It sounds cliche I know, like a bad romance novel, but I was so happy. He introduced himself but I was so nervous I couldn't even speak. It already felt like a dream, and it only seemed even more so when he took my hoof and asked me if I would go out with him. I can't really describe what I felt at that moment. It was like my heart exploded in pure bliss and nothing else in the world mattered but that colt. For the first time in my life, I felt like something more than a clumsy blank flank. I felt special, beautiful even. It was everything I had ever dreamed of and it seemed too good to be true, which, of course, it was."

Fluttershy buried her muzzle deeper into Rarity's neck and Rarity ran her hoof soothingly through Fluttershy's mane like she'd done so many times before. Fluttershy expected to be crying by this point, but she only felt numb and detached, like what she was talking about had happened to somepony else and not her. Maybe she'd been trying to believe that for too long. "Just as I was about to say yes, that group of colts popped out from behind a trash can and started cracking up. One of them was holding my notebook and started reading my poems out loud. I was mortified but then….I saw my crush laughing right along with them. He laughed so hard he had tears in his eyes, like it was the funniest thing that ever happened to him."

Fluttershy could almost hear the ghostly echoes of their laughter from within the boutique. This was the day she'd started hearing that voice. It was spawned from their terrible, mocking laughter, and Fluttershy could feel the smug satisfaction emanating from it as it lay in wait. It wasn't going to interrupt her now; Fluttershy was just getting to it's favorite part.

"He said 'Wow, Fluttercry, you should've seen the look on your face!' Then he hoof bumped one of the colts that had stepped out from the trash can and said, 'I can't believe you actually fell for it! Don't you know that nopony would ever go out with you? I mean, just look at you!' My wings wouldn't carry me very far back then, so I ended up running back to my dorm, tripping a few times in the process. I stayed in my room and cried all night, and when I showed up for practice the next morning, everypony knew about what had happened and every colt and filly at camp was laughing at me."

Now it was Rarity's turn to feel like crying, but she held back her tears lest it cause her mascara to run. Had she known what the day would bring, she would've opted for waterproof when given the chance. The pain she felt at seeing her friend have to go through something like that was unbearable, and and it only got worse as Fluttershy continued.

"Rainbow Dash did what she could, but the damage was already done. Ever since then, colts would always come up to me and ask me out as a joke. Most I didn't have a crush on or even like, but it still hurt all the same. Even when I moved to Ponyville, stallions still kept doing it. It's been years since the last one, and for a while I thought I was finally free of it. Ever since Twilight came to town and we've all been, you know, saving the world together," Fluttershy allowed herself another smile, "I've been feeling so good. So happy. I thought maybe I could move on, start seeing myself differently, and this voice in my head would go away...but that stallion yesterday...oh, Rarity, I was so wrong. It's never going to stop." She pulled herself away from the safety of Rarity's neck to look up at her as a signal that she was done and awaited a response. There were many ticks from the grandfather clock before one came.

When Rarity was a filly, her father, as a birthday present, had taken her to Canterlot for the first time. It was was her childhood dream: to feast her eyes on the palatial buildings and high spires, to drink in the opulence and sophistication like a fine wine. Or in her case, grape juice. The train tickets back to Ponyville were for that same night, so she could only bask in it's glory for a day, but nevertheless, she was ecstatic. All she wanted was to pretend like she was a part of high society, it didn't matter how long. To her, it was because her carriage would turn back into a pumpkin at midnight, and the crown jewel of Canterot would return to her humble beginnings. She wasn't going to let them she through her ruse, to see an ignoble commoner from Ponyville. She was a well-educated mare, even at that age, but only by Ponyville standards. An extensive vocabulary was an indication that you were of the distinguished upper class, and Rarity poured over her dictionary, trying to build a repertoire. This had stuck with her through the years, and although she never wished to be at Twilight's caliber, she still prided herself in being able to find the right words for any situation. But right now, that ability was failing her, and all she could come up with was a measly, "I...I-I'm so sorry." Her voice sounded scratchy, like a mare that smoked three packs a day and she cleared her throat.

"It isn't your fault. You didn't even know me at the time." Fluttershy said, her voice hollow. She pulled away from Rarity and went back to staring forlornly at her hooves, shivering from the sudden lack of Rarity's body heat.

Now that Rarity could fully process Fluttershy's tale of woe, somewhere, through all the pain and heartache she felt, a flicker of rage began to burn inside her. The more she thought about the despicable actions of the colts, the quicker it grew until it became an inferno.

She wanted to ask Fluttershy what their names were so she could find them do things that her rational, ladylike self would greatly disapprove of, but she quickly cut herself off before her train of thought could send her barrelling into a mountainside. There was no changing the past, it had happened, and now Rarity had to do what she could to make things right. She composed herself and started analyzing what Fluttershy had said in detail. Her gut told her that this stallion had only good intentions, but before she started trying to convince Fluttershy of this, she wanted to be completely certain.

"What exactly did this stallion say to you?"

Fluttershy had been tracing her hoof along the stitching on one of the pillows Rarity had embroidered to try and distract herself. At Rarity's inquiry, she paused and tried to recall the details. "Um...he said his name was Garden Gold and that he worked at the market selling peaches...that's where I met him by the way. He said he knew I always came on Tuesdays and that he'd been trying to work up the courage to talk to me. Then he gave me a rose and….asked if I wanted to have dinner with him sometime."

That was just what Rarity was looking for. "He gave you a rose?"

"Yes."

"And did any of the other stallions or colts do this?"

Fluttershy pondered this a moment before responding, "Well….no."

"And did anypony laugh at you?"

"No."

"Then why are you so convinced he was making fun of you like all the rest?"

This was it. This what Fluttershy had hoped Rarity would never have to know. It wasn't something she would ever want to hear, and Fluttershy never wanted to hear it either, but the it was something the voice had always told her, and she believed it. "Because he told me I was beautiful. Nopony ever tells me that unless they're either making fun of me or only saying it to make me feel better, because it's not true." When Fluttershy spoke, it wasn't in her own voice. It sounded like her own, but it was dark and malevolent, villainous even, and about an octave lower. Hearing it in reality and not just in the confines of her mind only made Fluttershy realize just how much it had become a part of her. Thankfully, Fluttershy was the only one who could hear this unholy duet.

Rarity gaped at Fluttershy like she had just slapped her, she had in a way, and any thoughts of the stallion or anything else were all but insignificant now. As Rarity spoke, Fluttershy could hear her voice become gravely on certain words and she winced, knowing that it meant she was upset. "Don't you dare say that! It's _not_ true, I've heard ponies tell you you're beautiful all the time, including myself, and that's what I, er, _we_ genuinely believe. You _are_ beautiful! Do you really think I'm being incensere when I say that? Please tell me you don't think that."

To Rarity's utter dismay, Fluttershy said nothing, she only resumed tracing her hoof on the embroidery, refusing to meet her eyes. Silence permeated the air like heavy fog and this time it was Rarity who felt like she was drowning. Her chest felt tight like the weight of Fluttershy's words were threatening to crush her. The way Fluttershy had said it….so matter-of-fact like she was giving somepony directions to a place she'd been a thousand times. Like it was something she'd come to accept and worse than anything, like it was something that was true.

But it couldn't be, it _wasn't_ , not when there were so many times when Rarity had seen ponies marvel at her beauty just as much as they did hers. Rarity knew she was being hypocritical, but she she just couldn't accept the thought that Fluttershy had just as hard of a time seeing her own beauty as Rarity did hers. Rarity knew how awful it felt to feel dissatisfied with the way you looked, and she tried so hard to make sure that all of her friends were able to feel beautiful, it's why she poured her heart and soul into her dresses.

"But surely you hear the honesty in pony's voices when they compliment you? Why would they go out of there way to say those thing if they didn't mean it? There has to have been a moment in your life when you felt beautiful. Haven't you ever looked at yourself in one of my dresses and thought you looked pretty?"

Fluttershy kept quiet, but the sound of her heart breaking into pieces even more jagged and numerous than the teacup was almost audible. She wanted to say something, make up a lie, anything that would spare Rarity's feelings. But she just...couldn't. She had wanted to avoid this from the very beginning, but she was down the rabbit hole now, and her only choice was to see how far she would fall.

"What about when we went to the Gala? I'd never seen you look so breathtaking."

More silence, but Rarity's tenacity was coming through, and she wasn't going to let guilt and sorrow creep in and snuff out her flame of hope just yet.

"What about when you were a fashion model? I don't know if you've realized, darling, but models don't become famous like yourself for their personality, even if yours is extraordinarily wonderful. Ponies all over Equestria were in awe of your beauty! Half were stallions. Was that not evidence enough that it is possible for stallions to find you attractive?"

It should've been. Adoring fans waiting around every corner. Indecisive, abrupt photographers capturing "the magics" of every pose she struck or outfit she donned. The hushed praises and boisterous applause from the audience as she walked the runway. Ponies in every size, shape, and color saying how lovely she was. It would've been enough for anypony. But it wasn't for her. The volume with which the voice in her head derided her was louder than the chorus of every pony in Equestria speaking in unison, telling her what Rarity had just told her a moment ago: that she was beautiful. It didn't matter how many times ponies said it if she couldn't see it herself. She knew what beautiful was, and it wasn't her. Beautiful was the Unicorn sitting next to her, silently begging her to say something.

Again, she wanted to, but didn't trust herself to speak, even if she did know what to say. Each of the things Rarity mentioned were times when she'd truly _wanted_ to feel beautiful, she longed to see what everypony else saw, but she couldn't, not when see was hearing that voice anyway, and not she was still fighting off her feelings of jealousy.

The source of said jealousy was experiencing her own maelstrom of emotions now that she'd accepted what Fluttershy had told her. Failure was the first. The one thing that made Rarity's life worthwhile, the reason she pursued a career in fashion, was her indefatigable drive to make ponies feel as beautiful as she knew they were. As long as they had inner beauty, and Celestia knows Fluttershy had that in spades, there was potential and with the right outfit, she could bring that inner beauty out and make it shine. But she couldn't make that happen when it counted most. Next came guilt.

Ever since Fluttershy had attended Iron Will's seminar and, through a few incidents of trial and error, learned to assert herself without deviating from her shy and polite personality, Rarity had seen the way her confidence grew each day, little by little. She had never been more proud of her, and she had finally stopped worrying so much about Fluttershy's ability to stand up for herself. But it wasn't Fluttershy's self-confidence she should have been worried about all this time, but her self-image, which she thought had been very positive. The only indication anything was amiss were the looks she sometimes caught Fluttershy giving her. She was used to looks of envy from other mares, but had she known that those looks harbored something beyond that, she could have told Fluttershy about her own feelings and made her see that she wasn't some goddess in mortal form, but an average pony, just as susceptible to feelings of insecurity and jealousy as everypony else. Even if knowing she wasn't alone didn't help Fluttershy any, she could have shared her way of overcoming those feelings. Of course, she could've done something sooner if only Fluttershy had told her about it.

But before she spent too long wallowing in these feelings, that last sentence had sparked a flame of determination inside her, and it was bright enough to burn through the darkness of her negative emotions. Fluttershy _had_ told her, regardless how long she'd been too afraid to do so, and just as Rarity had said before, she was going to help in any way she could. Maybe there wasn't anything she could do, but it was her duty as a friend and as a pony that valued beauty as much as she did to at least try.

Rarity stood up from the lounge abruptly and took the hoof of a despondent Fluttershy. "Come with me, darling." Rarity gingerly helped Fluttershy off the couch and onto her shaky hooves. "I'm not going to sit idly by and let you continue believing that you are anything less than a gorgeous young mare that any stallion in Equestria should be praying to Celestia for a chance to court. I can't guarantee I'll be able to help, but I'll at least make an effort."

The determination in Rarity's tone and the severe look in her eyes was enough to startle Fluttershy into stepping back an inch. Fluttershy was beginning to regret ever divulging any of this to Rarity. She had already hurt her feelings and now she was going to waste her time on a lost cause when she could be doing something productive. She opened her mouth in protest, but closed it before any words could escape. Curiosity, and a faint desperate hope that maybe Rarity _could_ help compelled her to at least see what she what she had in mind. Besides, she was clearly in one of those moods where nothing anypony did would deter her from the task at hand. It usually only applied to when she was working, being "in the zone" is what she called it, but sometimes there were exceptions, this being one of them. Sighing in defeat, Fluttershy tentatively followed after.

The shattered remains of Rarity's teacup crunched under their hooves as they trotted toward the staircase near the back of the showroom. The sight of the porcelain carnage made Rarity wince. It's a good thing those weren't expensive.

Rarity led her up the staircase, took a right, and walked into her workroom.

It had been a while since Fluttershy had been in there, but it looked the same for the most part. Rarity's sewing machine sat on a table in the corner. Opalescence snoozed in a patch of sunlight on Rarity's canopy bed, her fluffy white tail tucked around her like a blanket. She looked so adorable, Fluttershy had to suppress the urge to fly over and pet her. Ponyquins lined the walls; some had fabric draped over them, some were bare, and some donned completed gowns. Bolts of fabric along with various other materials were scattered haphazardly about the room, to the point where Fluttershy could barely walk without stepping on something. For a pony as neat and persnickety as Rarity, Fluttershy just couldn't fathom why she kept her workspace in such a state of disarray. "Organized chaos" is what she called it, but Fluttershy could see no organization, only chaos.

Fluttershy was about to ask why she'd been brought up here when Rarity lit her horn and her magic enveloped a full-body mirror that had been resting in between two of her ponyquins.

She levitated it over to where it was directly in front of them and plucked off a piece of lace that had been lying across one of the corners. Fluttershy immediately noticed that it had a giant crack in it that ran the entire length of the glass.

It was an antique Rarity had bought at a rummage sale from an elderly mare who was selling it for a song. She'd just recently retired and was trying to make some extra bits, and no matter how much the mare protested, Rarity had insisted on giving her twice what she was asking for. For a while, it had been hanging proudly in the showroom for ponies to admire themselves in her garments.

That is, until Sweetie Belle, in an attempt to get a "roller derby" cutie mark, Rarity still wasn't sure what that was, had a full on collision course with it. Rarity had warned Sweetie more times than she could count not to skate indoors, and when she found the mirror split up the middle, she knew exactly what, or who, had caused it. It still functioned properly, but Rarity wanted only the best for her customers, so she replaced it with a new one and retired the antique to her workroom, not willing to part with it just yet. Rarity gave the old mirror a melancholy smile. Despite the glaring flaw, it was a grand mirror and she had always been fond of it.

To Rarity, it was a cherished possession, but to Fluttershy, it was the bane of her existence. Not this mirror in particular, it had done nothing to offend her, but every reflective surface in existence, for it never failed to bring about the voice's wrath each time she saw her reflection. A part of Fluttershy hoped that Rarity had just wanted her to admire it, and she was indeed, but she wasn't that naive, she knew what Rarity's intentions were. Her instincts told her to run, to fly out the window and get as far away from this mirror as she could, but her rational mind told her that Rarity didn't know about the voice or her avoidance of mirrors. She was only trying to help her, even if this would really be more of a hinderance than a help.

Rarity brushed the dust off the glass, immediately regretting her decision when the filth clung to her hooves. She levitated a handkerchief over and meticulously wiped them clean before turning her attention back to her friend, that look of firm resolution returning to her eyes.

"Fluttershy, I want you to tell me what you see when you look at yourself. And be honest."

Rarity pointed a white hoof at the butter yellow Pegasus that Fluttershy could barely see out of the corner of her eye, and she made the terrible mistake of following Rarity's hoof. The second she made eye contact, Fluttershy only had time to see herself cringe before immediately looking away.

"Ah ah ah, not so fast." A well-manicured hoof was placed under Fluttershy's chin and Rarity guided her gaze reluctantly back to herself. With Rarity's hoof keeping her head firmly in place, she had no choice but face the pony in the mirror, and sure enough, a crescendo of laughter echoed from within the blackness. _So the flawless Rarity wants to know what you see?_ _It's the same thing you always see isn't it? A dull, lackluster mane and limp tail that never looks any better no many how many extensions you put in it. Oddly shaped eyes in disproportion to your muzzle. A pathetic little Pegasus filly, tall, lanky, and unbecoming. Tears running down her cheeks and her tiny form quivering as her first love pointed and laughed at her. And all because she let herself think, for one moment, that maybe she really was pretty enough to catch a colt's attention. Hm, what a shame,_ the voice jeered in mock-pity. _Of course, what you see right in front of you isn't anywhere near as bad as what you see sitting next to you_. As though an unseen force was pulling them against her will, Fluttershy's eyes slowly shifted to Rarity.

The rays of mid-afternoon sunlight that streamed in through the window and tinted her alabaster coat a shade of gold paled in comparison to her resplendence. Her eyes shimmered like polished sapphire twinkling in the light and her voluminous indigo mane was impeccably styled as stoic expression gave her an air of regality that rivaled even Celestia's. _Quite a nice change from your homely face isn't it?_ It was indeed, and just as she had when Rarity was asleep, Fluttershy found herself mesmerized by her radiance. _Now look back at yourself_. Fluttershy obeyed, however grudgingly, and tore her eyes away from Rarity. When her own plain feature greeted her again, that oh-too-familiar feeling of inadequacy gripped her, this time ten-fold. _See? Wouldn't it be so much better if her face was the one you saw? She takes it for granted, but you wouldn't._

Jealousy began to claw at her with it's cruel talons as it had done more times than she could count, more times than she'd ever wanted too, and it only made her feel more ashamed. _And you hate her for it._ Fluttershy grit her teeth, her vision going red with anger at the mere suggestion that she would ever hate one of her closest friends for something so petty. Jealousy was one thing, hatred was something else entirely. Ever since it began, even when everything else she had experienced contradicted it, she always regarded what the voice had said as truth. But this was the one thing she could clearly discern as false. It had gone too far with that remark and she wasn't going to hear another word of it. Fluttershy pushed Rarity's hoof away, a bit more forcefully than she'd intended, allowing her to finally look away and giving her a brief respite.

"I'm sorry, Rarity. I can't. You...you wouldn't want me to be honest."

Rarity swallowed hard and tried to maintain her poise as Fluttershy's words brought her fears to fruition. However, she'd expected this, and even if seeing Fluttershy so unappreciative of herself devastated her, she remained resilient in her efforts.

"Can I at least tell you what I see? Even if you choose not to believe me?" Fluttershy nodded, looking back into the mirror but only at Rarity. When the eyes of their reflections met, Fluttershy could see that fervent look in Rarity's eyes was still there, and it only grew in intensity as she spoke. "I see a pony who is as beautiful inside as she is outside," Rarity began in earnest, "There is nopony in Equestria with a heart as pure and, if I may be so bold, saintly as yours, and you're beauty is only an outward reflection of that. Why, both your voice, spirit, and appearance are so angelic, I daresay it's only apropos that you were born with wings." Rarity allowed herself a small smile at the cleverness of her analogy before her expression turned austere once more."Beauty is in the eye of the beholder, darling, and you are a sight to behold. You are flawless in every way possible, and if those… _.imbeciles_ couldn't see that," she stamped her hoof on the piece of silk lying underneath it for emphasis, some of her previous anger returning, "then I weep for them."

Just like Rarity when Fluttershy had finished telling her story, Fluttershy had no words for what she was feeling. Rarity had always been forthright when it came to how she felt, sometimes excessively so, but in the span that she'd known her, Rarity had rarely ever spoken about anything with such conviction. Nopony had ever said anything so….poetic like that to her before, and it made her heart feel like it had shared her wings and had taken flight. The higher it soared, the more it filled Fluttershy with unadulterated happiness. It felt familiar somehow, and she couldn't help but feel like she had experienced something like this once before.

But then, just as it did every time Fluttershy let her guard down and considered believing what somepony said, there was the voice ready to dissuade her. _She's lying….You know Rarity, she's just being polite. She doesn't mean it, you're none of those things and you know it. It's just one of the same disingenuous compliments you always receive._ Maybe it was right and Fluttershy wasn't anything like what Rarity had said she was, but that compliment was anything but disingenuous. This had more depth to it than Rarity just trying to be polite and make her feel better. There wasn't a doubt in Fluttershy's mind that Rarity meant what she said, she could see the honesty burning in her eyes. However, there was always the voice of doubt. _Just because the words are spoken honestly doesn't mean they're true._

While Fluttershy waged an internal battle with herself, Rarity took Fluttershy's silence and pensive expression as a sign that she had indeed chose not the believe her and decided to try a different approach. This was something she should've shared with Fluttershy from the very beginning, but before she did, she had to be certain that her hunch was right.

"Darling, is one of the reasons why you have such a hard time seeing your own beauty because you're envious of mine?"

Fluttershy gasped and her eyes went wide with shock. "H-How did you know that?!"

"Call it a Unicorn's intuition." Rarity said nonchalantly.

It was vague, but the implications of it were enough to send a spike of cold fear plunging into Fluttershy's gut. "You were reading my thoughts!? T-That's what that spell was?!" _I said something about Rarity being beautiful! Oh Celestia, that has to be it!_ It was the only plausible explanation, as Fluttershy had been certain to conceal her feelings thoroughly. It seemed like no secret of hers was going to go unconfessed today. Little did Fluttershy know, neither were Rarity's.

Rarity simply chuckled. "I wasn't reading your thoughts, I was blocking them. Something I may have to do more often if you continue to think so poorly of yourself. No Unicorn is capable of reading minds, not even one so powerful as our very own Princess Twilight Sparkle. Our private thoughts are just that for a reason. Although, it makes me wonder," A toothy, impish grin spread across her face, one as dazzling as it was devious, "what it is you don't want me to know?"

There wasn't anything in particular, Rarity already knew everything there was to know about Fluttershy, and if she hadn't before, she did now. She knew about the colts, the stallion, her insecurity, and now, apparently her jealousy. The only thing left was the voice, but Rarity would just think she was schizophrenic or something if she told her about that. There were no skeletons left in the closet, so why did the question suddenly make Fluttershy incredibly flustered? Her wings ruffled in agitation, her eyes darted around the room, and her cheeks burned so intensely she half expected her fur to catch fire. _What does Rarity think I'm hiding? I can understand why she thinks there's more I'm not telling her, because there is, but why is she looking at me like that?_ she wondered, as her heart beat faster. For some inexplicable reason, Fluttershy was nervous. Well, more nervous than usual.

Fluttershy's mouth opened and closed like a fish out of water until she finally stammered out, "I...um...w-well...I…"

Rarity chuckled again. "Oh, do calm down, darling, I was only joking. You look like you're about to faint and we all know that's my department." She winked and Fluttershy couldn't help but giggle, some of the butterflies in her stomach fluttering away and making her feel a little more at ease. "And all I meant by that is, Unicorns are very perceptive of their surroundings, and I'll catch glimpses of you looking at me when you think I'm unaware of it. Sometimes, I see a hint of envy in your eyes. And don't to try deny it," Rarity quickly added when Fluttershy opened her mouth in protest, "I've seen it enough times to know it when I see it. It's commonplace for me to get that look from mares, so when I started seeing it from you after we became friends, I thought nothing of it." Rarity sighed, her feelings of guilt coming back with avengence. "If only I'd known that there was more behind those looks than mere jealousy, I would have told you this a long time ago."

Fluttershy raised her eyebrows, intrigued. "Told me what?"

Now that her suspicions were confirmed, she remembered what she had thought after she learned that Fluttershy had never felt beautiful, and decided it was time to let Fluttershy know that they were two in the same. She couldn't help but feeling like Equestria's most notorious hypocrite for telling Fluttershy it was wrong to keep secrets when that was what she had been doing the entire time, but even though she had an obligation as friend, there were sometimes exceptions to secret keeping. Fluttershy had her reasons for being so reluctant to tell Rarity her secret, just as Rarity had for hers. But they had been afraid of hurting each other's feeling by telling the truth once before, and if anything, it had only made their friendship stronger because of it.

"It seems everypony wishes they were blessed with my good looks, but what you and everypony else fail to realize is that I'm a pony like anypony else, and just like anypony else…" Rarity shifted her gaze from Fluttershy to her reflection. Her expression was as stoic as ever, but there was a trace of vulnerability in her eyes, something Fluttershy very rarely saw. She placed her hoof against the crack and the other Rarity did the same, making it look like she was shaking hooves with herself. "...there used to be times when I felt just as jealous and insecure as you."

Fluttershy stared at her incredulously, mouth agape.

"Oh, come now, don't look so shocked. Everypony has those feelings, darling," Rarity puffed out her chest and rested her hoof against it proudly, "even _moi_."

Fluttershy was in complete disbelief. In hindsight, after she'd had time to reflect on what Rarity had told her, she was a little embarrassed for acting so surprised. At the moment however, she couldn't help it, and her voice rose in pitch to the point where it almost sounded identical to Pinkie Pie. "B-But...but you're _not_ everypony! You beauty is so rare that you're name is _Rarity_! How can somepony like you look at yourself and not see the Rarity that we all see? The Rarity that every mare wants be! The Rarity that any stallion would be lucky to have!"

Rarity continued staring into the mirror, wrapping her tail around herself and Fluttershy.

"First of all, I don't think that's why my name is Rarity, it pertains more to gemstones, and second of all, don't you think I could be saying precisely the same to you? Isn't it strange how, when we look at each other, we each see a beautiful mare, but when we look at ourselves, we only see our flaws? It doesn't matter how beautiful somepony is, nopony is perfect, and we all have imperfections. It's hard not to obsess over these imperfections and sometimes when we find ponies that don't have them, we feel jealous. We all want we what we don't have, darling. Short ponies want to be tall, tall ponies want to be short, so on and so forth. It happens to even the most fabulous of us."

Fluttershy was quick to respond, "But there's nothing you-"

"-don't have? Of course there is!" Rarity exclaimed, finishing Fluttershy's sentence. "I don't have Pinkie Pie's naturally curly hair. It must be so convenient to not have to wear curlers at night and spend hours styling it each morning. I don't have Applejack and Rainbow Dash's toned muscles. I suppose that's my doing, but lets just blame my musculature, or lack thereof, on genetics and not my aversion to physical exercise." Rarity give a terse laugh. "I don't have those multi-hued streaks of purple in my mane like Twilight. I could go on and on, but what I want you to remember is," She turned from the mirror to look at Fluttershy, and as teal met sapphire, Rarity summoned all the sincerity she could, and what wasn't showing in her eyes she projected into her voice. "I don't have your charming voice and dazzling eyes, but most of all, I don't have your natural beauty. I've always known that I'm…." Rarity tried to think of a word that wouldn't sound too narcissistic, but nothing came to mind so she just with, "...good looking, and even without makeup I still see myself as such, I only use it to accentuate what I already have, but I assure that if you saw me without it, you would realize that as a natural beauty, you have nothing on me. The reason I never put much makeup on you when we go to formal events is because, well, I don't think anything could ever make you look any more stunning than you do just by being yourself. It's hard to describe, but your beauty carries with it a certain air that I'll never have, no matter what I do. I can see it, Photo Finish saw it...it seems it's clear to everypony but you. I suppose that's why hearing that you weren't aware your own beauty was so surprising to me, just as it is for you now that you know I've had trouble seeing my own as well."

There were so many thoughts and emotions tumbling around inside Fluttershy's head like clothes in a dryer. Her mind reeled as her brain attempted to process everything she had heard. Rarity had understood all along. Not only that, but she had been in Fluttershy's position before. It was seemed like everything she'd known about Rarity had been flipped upside down in less than a minute. Then, like a black sock in a load of whites, one thought stood out to her more the rest, and suddenly all she think was….

"Rarity...are you saying that _you're_ jealous of _me_?!"

Rarity mulled this over for a moment, choosing her words carefully. "Not exactly. Now it's more of an admiration. I used to be though. Like during your modeling career. You never knew this, but it wasn't just your popularity and fame that I envied, but it was that certain air of grace about you that I would never have. Why do you think Photo Finish chose you over me? But you taught me that nothing good ever comes from being jealous, and that you should never begrudge any of your friend's good fortune, especially if it was as well-deserved as yours. That's why I found ways to appreciate what others have, and what I have that makes me unique, instead of feeling jealous. Why I didn't tell you this from the very start, I'll never know. I was foalish in thinking in you wouldn't understand when in turn it was something you could've benefited from. I suppose I just didn't want you think I was an even worse friend than I had already made myself out to be." Rarity scuffed her hoof along the ground and closed her eyes, too ashamed to even look at Fluttershy for a brief moment. "I hope you can forgive me."

Fluttershy felt a little scandalized that Rarity would ever believe such a thing and she draped her wing over Rarity's back reassuringly. "Of course! Rarity, I would never think that. I meant it then and I mean it now. You're an amazing friend! If anypony should be asking for forgiveness it's me. The reason I didn't tell you about the colts and the stallion and how I didn't like the way I looked was because I didn't think somepony like you would ever know what it was like. _I_ was the one who didn't think _you_ would understand. But you do and...I'm sorry for misjudging you."

"Apology excepted, darling." Fluttershy's feathers felt rough against Rarity's fur and she reached hoof up to stoke them. Pegasus wings always fascinated her, and she made a mental note to incorporate feathers into her outfits more often. "I can see why you would think what you did. You wouldn't assume a pony such as myself could ever find flaws in my appearance, but again, it happens to all of us."

A thought entered Rarity's mind, it was something Fluttershy had said earlier that she'd completely forgotten about through all that was happening.

"You mentioned something about hearing a voice in your head. What did you mean by that?"

Fluttershy had been absentmindedly running her hoof along the crack in the glass, but at this, she froze and snapped her head around to look at Rarity, her eyes wide in surprise and a slight bit of terror. _Oh great, now Rarity's going to think I'm crazy!_ "When I did I say that?!"

Fluttershy was inches from Rarity's muzzle and she leaned back a little. "Right after you got done telling me about the colts at flight camp. You said you thought the voice in your head would go away."

Fluttershy winced but didn't hide behind her mane like she would have done if Rarity's tone hadn't been so casual. It sounded like she almost she'd expected Fluttershy to bring it up before this. Fluttershy studied her carefully, perplexed at why Rarity didn't think there was something wrong with her.

"You don't think I'm crazy? But it tells me such awful things! It makes me feel things I don't want to feel. That isn't normal."

To Fluttershy's surprise, Rarity smiled, resting her hoof on Fluttershy's shoulder. On the inside however, she was cursing herself yet again for letting Fluttershy think she was alone in her suffering when she could have saved her so much pain by helping her through it. "You're not crazy, darling, and it _is_ normal. To some extent, anyway. It's another thing all ponies have. Well, at least, I would assume so. It's an integral part of who we are to self-deprecate."

"And you hear it too?" Fluttershy knew what her answer was going to be, now that the subject of the voice was addressed, she had a feeling the time for surprises was over.

As Fluttershy predicted, Rarity gave a nod. "Mhm. We mostly hear it as foals, when we're more self-conscious and take pony's words to heart a lot more than we do when we're able to think independently for ourselves as adults. That's not to say I didn't hear it well into my adulthood as well, but I don't anymore. Not since you're modeling career when, afterwards, I found ways to overcome it."

It amazed Fluttershy how much easier it was to tell the truth than it had been when she'd told Rarity about her inability to see herself as beautiful. "I heard it as a filly too, but it never went away. I still hear it, especially when I look at myself or...at you. I never wanted to feel jealous of you, and I _do_ want to feel beautiful, it's just that.…"

"The voice won't let you feel otherwise?"

Fluttershy felt something shift deep inside her as she stared at Rarity like she was seeing her for the very first time. "Yes. Exactly."

With that, Fluttershy had finally accepted that Rarity wasn't the invincible mare that took her beauty for granted like the voice told her she was to fuel her jealousy. The seemingly unbreakable wall that had been Fluttershy's perspective on things ever-so-slowly began to crumble as this thought began to sink in. A considerable amount of comfort suddenly enveloped her like a warm blanket at the realization that she was, in fact, not alone. Knowing that Rarity felt insecure as well was one thing, and knowing that she had not only felt jealous, but jealous of _her_ at one point was another, but knowing that this voice had probably manipulated Rarity to feel these things just like her was something else entirely. But the thing that resonated with her more than anything else was that Rarity had said she was able to overcome it. This caused the fire of hope that had been fighting to stay aflame ever since Rarity had she would help to suddenly intensify.

"You...you made it go away?! How?"

Rarity causally ran a hoof the her mane, straightening out her curls before they bounced back into formation. "It's quite simple, darling. The reason it manifests itself in our own voice is because we are the only pony responsible for its existence. There may be other factors that help bolster it, like those colts telling you nopony would ever ask you aren't because you weren't pretty enough, but the root of it lies with us. I was quite proud of my beauty as a filly, to the point where I fear I was a bit vain, and maybe I'm still guilty of it, but the point is, I never thought I would ever be unhappy with the way I looked. But it doesn't take much to create a monster, you know. I don't know a single pony who's one-hundred percent satisfied with who they are, and if they tell you that, they're lying. The important thing is to try to find that other ninety-nine percent. There will always be that one percent, as I said, it doesn't take much and maybe you'll still hear it from time to time, but it at least you'll feel beautiful again. If you focus on what you do have and are proud of, rather than what you wish you had, you won't feel jealous anymore either."

Fluttershy's ears fell back and her flame of hope dimmed a little; it wasn't the answer she was hoping for. Fluttershy knew now that she and Rarity had faced the same hardships, and so did everypony else at some point, but she had a feeling it wasn't going to be this easy for her. Rarity had said she was able to drive away the voice by focusing on what she _did_ like about herself, but Fluttershy had nothing to combat it with. There had been a time when she loved just about everything about herself, but in time, the voice had warped that appreciation into hate, and now there wasn't a single thing Fluttershy loved, let alone liked.

"But I've tried to, Rarity. I've tried to find things that I like about myself but I just can't. There isn't anything I like."

Even though Rarity knew this by now, it still didn't get any easier to hear and she felt a twinge of sadness in her heart. Fluttershy saw the briefest flash of pain in her eyes before it was replaced with that same determination. "When was the last time you truly looked at yourself in the mirror?"

Fluttershy blinked, stating what she thought was obvious. "Um...about five minutes ago."

Rarity snorted, Fluttershy wasn't sure if it was out of amusement or not. "I meant when was the last time you were able to actually pick out something you admired about the way look?"

Fluttershy couldn't even remember that last time she'd ever given herself more than a fleeting glance. There were times when she'd actually caught a glimpse herself in the still waters of a pond or the windows of a building, but she never let her gaze linger for more than a second. The only time it was longer was when it was absolutely necessary, like if she accidentally cut her cheek on a branch or something, and even then she made sure to only look at we needed to be looked at. The last time she ever felt happy when she looked in the mirror…. _It had to have been at flight camp,_ Fluttershy thought, shocked and a little ashamed that it had been so long.

"It's….been a while. I've just never been able to look at myself and not hear the voice...so I just stay away from it."

Rarity nodded, knowingly. "And therein lies the problem. How do you know that you don't like anything about yourself if you've never made an effort to actually _find_ something? It wasn't easy for me at first either, darling, but that didn't stop me from at least trying. You see, every night I look in the mirror, not this one, mind you, the one in my bathroom that's spotted with toothpaste thanks to Sweetie Belle singing whilst brushing her teeth," Fluttershy smiled at the mental picture, "and I find three things to compliment myself on. It could be anything, an accomplishment I had during the day, a physical feature, or something you just like about yourself in general. Anytime you hear the voice, just keep thinking about it, and eventually you'll find that what it tells you has no meaning anymore. You'll believe the positive things you are telling yourself than the negative things it is telling you. I taught this to Sweetie Belle when she started getting bullied by that Diamond Tiara character." Rarity's expression turned indignant as she recalled all the times Sweetie had come home from school crying after being teased for being a blank flank. "I do hope that filly sees the error of her ways soon."

"And...did it work?" Fluttershy asked, a bit hesitant.

Rarity snapped out of her moment of anger and replied in her usual chipper tone, "Quite well actually. I never hear that nagging voice anymore and now I'm able to feel proud of who I am."

"What about Sweetie Belle? Did she stop hearing the voice too?"

"I'm not sure if she even heard it in the first place. If she did, she never told me, but I would assume so and that it did go away, because after a few weeks, she was taking everything those ruffians said in stride. Speaking of bullies, I believe that's why those colts teased you. They probably felt insecure themselves and were too immature to realize that making other ponies feel the same wasn't the way to deal with it. But that's what makes you the bigger pony, Fluttershy. You were able to handle it on your own and never took it out on anypony else. But I suppose the victory isn't entirely on your part, they did get what they wanted by making you feel terrible, but it's in your power to change that, to not let them win after all. So what do you think, will you give it a try?"

There was still a part of her that was saying it wasn't going to work, that she was a lost cause and that it wasn't worth it. But that part of her sounded an awful like the voice, and now that there was a flicker of hope and a way to take action, she realized how sick and tired she was of being at it's mercy all the time. She had said earlier that she had hoped she would be able to move on and never hear the voice again, but it wasn't going to be because of stallions leaving her alone. It wasn't up to anypony but her. The thought of inviting that voice back by looking at herself still made her want to curl into a ball and hide, but she trusted Rarity enough to know she would never do anything to cause Fluttershy discomfort unless the end result was entirely worth it. She was ready to finally start seeing herself the way other ponies viewed her, with eyes that weren't tainted by the words of the voice. It was worth a try.

Fluttershy gave her a firm nod and said in strong, clear voice that was undeniably a sign of confidence, "I will."

Rarity beamed a smile a brighter than the sunlight still pouring in through the window. Even if Fluttershy wasn't sure of it, Rarity knew this would work. That same feeling of joy and pride washed over her and she pulled Fluttershy into a tight hug. It was the same feeling she always felt when a pony found the perfect gown, when they were able to feel as beautiful on the outside as Rarity knew they were on the thought that soon her efforts would prove successful was enough to make her forget her feelings of guilt at not having done something sooner. It was better late than never, and she was going to make amends. It would take a while before they would be a celebrating a victory, but right now it was the little ones that counted. "I do hope this helps you, darling. It breaks my heart to see any of my friends think less of themselves, especially you, the kindest pony in all of Equestria." Fluttershy blushed and traced a circle on the ground with her hoof, that strange feeling coming back. Rarity suddenly let out a mirthless laugh. "And to think, all of this could've been avoided if we'd just kept our Pinkie Promise to each other."

Fluttershy felt her stomach drop, and the hairs on the back of her neck stood up as the gravity of that sentence hit her at full force. It wasn't that the promise hadn't meant enough to her to remember, she had been just as serious as Rarity when they'd made it, but it had been such a long time ago, the memory of it had been filed away to make room for new ones. "We...we _broke_ a Pinkie Promise!?" Fluttershy was practically yelling, even if yelling wasn't what anypony else would call it.

Rarity didn't seem the least bit phased. "Well, I believe we had our reasons for doing so, but yes, we did. Even though I don't think it really counts, because even though we kept our feelings a secret, we did tell each other. Eventually. That has to count for something, right?

That did nothing to calm Fluttershy, who was whipping her head from side to side, looking for a place to hide as if Pinkie were going to come bursting through the door at any moment. "B-But what if Pinkie Pie finds out! Nopony breaks a Pinkie Promise! Remember what happened last time?! I'd never seen her so upset!" She tried to hide behind the mirror and it would've done a decent job obscuring her from view if her tail hadn't been sticking out like a beacon in the night.

Rarity couldn't help but smile at her friends antics, she really had missed Fluttershy. "She's not going to find out, darling, it's just us here, and even if she does, I'm sure she'll understand if we just explain the situation." Rarity hadn't intended on the changing the subject from such a serious matter, but now that Fluttershy's problem had been relatively resolved, or it would be in time anyway, the wait was proving too much for her. "Speaking of secrets, does this mean that I can't keep your relationship with Garden Gold a secret? Do you want it to be secret? You are going to start a relationship with him, yes? Now that you know ponies don't all see you the way you do and can find you attractive?"

The question caught Fluttershy off guard and she peeked out from behind the mirror. She hadn't even thought about him once since she'd told Rarity he'd asked her out. It would be a monumental step in Fluttershy's life and she would need time to think about it, time that the extremely eager look on Rarity's face told her she wouldn't be given the luxury of.

"Uh...well…I..."

Luckily, as if saved by the bell, a soft light began to emanate from behind Rarity, and Fluttershy leaned to the side to get a better look. Rarity's cutie mark was flashing, which meant the map was calling her for something. Fluttershy immediately turned to her own flank, only to find that her butterflies weren't glowing. Disappointment flooded her at the realization of what this meant. Rarity would be whisked off to Equestria knows where when that last thing Fluttershy wanted was for her to leave her side. She considered not telling her, she didn't seem to be aware of it, but she knew Rarity would be upset her if she found out Fluttershy had deliberately kept her from attending to whatever friendship problem needed solving.

"Rarity?"

"Yes?!" She realized she'd shouted it and cleared her throat, a little embarrassed, but the suspense was absolutely killing her.

Fluttershy hated to burst her bubble like this, but she really didn't have an answer for her, not one she was wanting to hear at least. "Your cutie mark is flashing. I think you're being summoned."

Biting back a scream of frustration, Rarity turned her head to glance at her flank and sure enough, her diamonds were pulsating and she felt a tingling sensation spread across her haunches. The answer would apparently have to wait.

Rarity sprang to her hooves at the call to action. "My goodness, you're right! Come, Fluttershy, we must get to the castle!" She was halfway through the door before realizing Fluttershy wasn't following and looked back at her questioningly. Fluttershy pointed to her cutie mark. If it was physically possible for a pony to deflate like one of Pinkie Pie's balloons, Rarity would have achieved it just then."Oh."

Rarity felt Fluttershy's same disappointment and a second passed when she almost considered ignoring it, but she dismissed the thought as quickly as it came. Twilight needed her and she couldn't abandoned her duties, no matter how badly she wanted to stay.

"I'm sorry, darling. I promise as soon as whatever the map needs me for is attended to, we'll pick up right where we left off. It's probably just something minor and I'll be back by dinnertime. Besides, we still need to discuss where you and Garden Gold will have your first date!" Rarity said, trying to sound chipper, but Fluttershy could hear the waver in her voice.

Fluttershy was having just as difficult of a time concealing her emotions. She smiled, but the happiness it was trying to convey was betrayed by the sadness in her eyes. "Of course. Now go on, Twilight is probably already expecting you. I need to get back home and check on the kits anyway."

Rarity gave a firm nod and spared Fluttershy one final glance before galloping out the door.


	2. Epilogue: Fluttershy's Evening

Angel scampered around Fluttershy's hooves, impatiently awaiting the bowl of salad Fluttershy was hastily trying to prepare. She chuckled to herself at seeing the little rabbit so eager to eat something that, just a few months before, he would've turned his nose up at.

She placed the salad on the floor in front of him and he dug into it with gusto. "See Angel? I told you you'd like it if you just gave it a chance."

While Angel shoveled leafy greens into his mouth, Fluttershy tidied up the kitchen and continuously glanced out the window as she did so, just like she'd been doing ever since she'd gotten home. She'd only been at Rarity's for a few hours and spent the rest of the afternoon working on outdoor chores while she still had the daylight. When the sun began to dip behind the trees of the Everfree, her intense fear of the dark moved her activities inside. Evening was now falling over Ponyville; crickets began their nocturnal melody, the soft yellow glow of fireflies flickered off and on, and a peaceful stillness had settled in the humid July air.

Dinner time had come and gone and still no sign of Rarity. Fluttershy looked out the window for the hundredth time, hoping to make out a familiar white coat and purple mane somewhere in the darkness. But she saw only her front yard, peppered with dens and warrens and the small stream running through it. Turning from the window with a dejected sigh, she decided that it would be best to do something to take her mind off of Rarity. She hadn't stopped thinking about her ever since she'd gotten home, and she'd been replaying their conversation over and over, trying to discern what sort of emotions she was feeling from it. She trotted into her living room, grabbed the book she had been reading off the coffee table, and opened it to the page she had bookmarked.

She had just gotten to a particularly riveting part when a white envelope was slipped through her mail slot. Letters never came this late unless it was something urgent, and Fluttershy immediately got up from the couch and went to pick it up, hoping it wasn't anything too dire. The sent address was from somewhere in Manehattan, which was odd, since she hadn't been there in months and didn't have any relatives there. Curious, she broke the seal and pulled out the letter, thinking maybe her farsighted mail career had made a mistake. It wouldn't be the first time. However, once she saw that elegant cursive, she knew it was no mistake and she brought the letter back to the couch to read it with a giddy smile on her face.

Dear Fluttershy,

Forgive the brevity of this letter, the boorish pony in charge of this post office is rather impatient and keeps glaring at me. If you didn't see the address, I'm back in Manehattan! Taking in the hustle and bustle of this spectacular city is a lot more enjoyable when my career isn't hanging in the balance. The map called Applejack and I here to solve a friendship problem, but neither of us are certain what it is yet. However, we only just arrived and I'm positive we'll find it sooner or later. Who knows, by the time you're reading this it may already be solved! I have a feeling it'll take a bit longer than that though, and I don't know what we'll be doing in terms of lodgings, but Manehattan has some lovely hotels. Or perhaps I'll go visit my dear friend Coco and see if she has a room to spare. Don't worry about Sweetie, she's been at my parent's house all day and I wrote them a letter telling them to keep her there a bit longer. I feel just terrible for missing the Social, I owe it to her after all, but I'm hoping she'll at least be able watch with Apple Bloom, and possibly Scootaloo. Tell the girls we'll be back in a few days. I'd say four at the most. Goodness, it seems like I was just saying that when I left for Canterlot! We live in exciting times, do we not? I do wish you all were here though, I'm still not too fond of having to leave the four of you behind, but apparently this is up to me and Applejack. As for you, my dear Fluttershy, I greatly encourage you to accept Garden Gold's offer. I assure you his intentions are honorable and you deserve somepony that will treat you like the beautiful and extraordinary mare that you are. I didn't get a chance to mention this before but looks aren't everything, you know. Maybe he just thought the Element of Kindness should be on the receiving end for once. Understanding and compassion are just as essential in a relationship as physical attraction. Plus, I may have already made a few sketches for your new evening gown on the ride here. Aheh. Anyway, I just wanted to inform you of my whereabouts. We had to leave in quite a rush and after racing back to the boutique to pack my things, which I had just unpacked by the way, I remembered you said you needed to go back home. Take care of yourself, darling, and remember everything I told you.

Your Friend,

Rarity

P.S. I haven't gotten Applejack anything for her birthday either! Maybe I can find something here and sneak it home. We can say it's from the both of us.

Fluttershy carefully folded the letter back up and held it tightly to her chest. It even smelled like Rarity's lavender perfume. The next few days were going to be difficult without her, but she would manage, just as she always did. She just had to stay busy. Perhaps she would go and visit the girls tomorrow and see if they could do something together. The Sisterhooves Social wasn't exactly Fluttershy's cup of tea, too many crowds and loud noises, but maybe they could find something else to do. Maybe she could clean up her cottage a little and invite Rarity over for tea when she got back to return the favor. _Or maybe that's just an excuse to be alone with her again_. The thought came from seemingly nowhere and much to Fluttershy's surprise, she felt a blush coming on and her heart started to race. _What's gotten into me lately?_ _I must be getting tired. It's almost bedtime after all and it's been a long day. I'm just not thinking clearly,_ she rationalized.

She checked up on all of her animals before grabbing her book and heading upstairs for the night, Angel scampering along behind her. She brought Rarity's letter with her as well, wanting to read it one more time before she went to sleep.

Angel hopped up on the bed and settled in for the night while Fluttershy went to find a box of there was a substantial amount of moonlight coming in through her bedroom window, it was still too dark for Fluttershy's liking and she always kept a candle burning next to her bed. The box of matches was sitting in its usual spot on her dresser and she fished one out and struck it against the side. She lit a candle and brought it over to her bed, cupping her hoof around the flame to keep it from extinguishing. She sat down on her bed, the springs creaking under her weight, and she placed the candle on her nightstand. As she did so, she saw the flame reflecting off something in the partially open drawer underneath. It was a small, circular hand mirror that Fluttershy hadn't used it ages. Normally she wouldn't have given it a second glance, but remembering what Rarity had said, she picked it up. Her mind screamed at her to put it away, to save herself the torment, but she had to do this for Rarity, if not for herself. Slowly, reluctantly, she raised it to her face.

The other Fluttershy, partially illuminated by the candlelight, greeted her. Instantly that urge to look away seized her, but instead of turning her head, she closed her eyes, and after a minute of summoning up the courage, was able to force them back open. As always, the voice flung insults at her like never before, but through it's taunts, she could faintly hear Rarity's cultured voice echoing behind them. The insults grew louder, but Fluttershy willed herself to only listen to Rarity until she was able to completely drown out the voice.

 _You're nothing but an ugly excuse for a pony..._

 _I see a pony who is as beautiful inside as she is outside..._

 _You know how manipulative Rarity is. She was trying to make you see things that aren't there..._

 _Beauty is in the eye of the beholder, darling, and you are a sight to behold...You're charming voice and dazzling eyes…._

 _And you almost believed her…._

 _I don't think anything could ever make you look any more stunning than you do just by being yourself…._

 _Your beauty carries with it a certain air that I'll never have, no matter what I do..._

 _I don't have your charming voice and dazzling eyes, but most of all, I don't have your natural beauty…._

Fluttershy concentrated on her voice with all of her might, trying to use it as an anchor as she attempted to try and find something, anything she still liked about herself. She studied her eyes, trying to see them through Rarity's own and find what about them made her think they were dazzling. At first, nothing special to stood out to her, they were just a pair of eyes, strangely shaped ones at that. But Rarity's words rang true and she found the longer she looked at them, and really looked, not just the fleeting glances she had given herself all her life, the more she began to notice just how vibrant the turquoise in her irises really was. They practically sparkled in the candlelight. She still believed the voice about her eye-shape being unsightly, but the eyes themselves were, in fact, dazzling, and it almost made up for it. _I guess that counts as one._

She tried to recall anything else Rarity had said. Was her voice really charming? Not the disembodied voice in her head masquerading as herself, but _her_ voice. It certainly wasn't any more charming than Rarity's, but it was charming in different way, she supposed. Rarity's was posh and velvety, while hers was soft and dulcet. Voices were the one thing about a pony that never really changed. Sure, the pitch would fluctuate as you aged, but it would still carry with it that same unique sound that only you possessed. Since it wasn't a physical feature, Fluttershy realized that her voice had been one of the few things she was never self-conscious of. In fact, she even enjoyed the way it sounded.

Number three wouldn't come as easily. She thought long and hard, trying to dig as deep as she could, but without Rarity's guidance she kept coming up short. She tried looking through Rarity's eyes again, but there just wasn't anything else she liked about herself. There were things she felt half-heartedly about, but nothing she truly admired. She didn't feel discouraged, however, she was actually feeling quite empowered by just being able to find two. This was her first time doing this after all and she Rarity said it would get easier with time. Tomorrow, she would try again. Her eyelids were growing heavy, so she put the mirror back in it's drawer and reached for Rarity's letter, wanting to glance at it one more time before bed.

Fluttershy arranged the pillows just the way she liked and snuggled under the covers, trying not to disturb Angel who was slumbering peacefully at the foot of her bed. Suddenly, she felt something sharp jab into her ribs and she dropped the letter reflexively. "Ow!" She sprang back to a sitting position and put a hoof to her side. She peeled back each layer of blankets until Fluttershy spied a small dark shape tangled between the sheets and comforter. Fluttershy pulled it out carefully and brought it into the candlelight. It was the rose Garden Gold had given her. He'd told her it was fresh picked, which explained the thorns. Even from a distance it smelled divine and Fluttershy held it up to her nose and took a wiff, delighting in the pleasant aroma. It must've gotten stuck in her bed after she'd come home crying and buried herself under the covers. As she admired the rose, she felt a stab of guilt for running away from him like that.

He really was a kind stallion, not to mention handsome. _Maybe Rarity's right. Maybe he he really does like me._ Fluttershy couldn't help but feel a twinge of excitement at this. If it turned out his interest in her wasn't solely to humiliate, this could be her chance to finally be with a stallion that would actually love her back. Every time a stallion had asked her out as a joke, there had always been those few seconds of hope, that maybe this time would be the time they really meant it. But then harsh reality was set back in, and she would remember as long as she looked the way she did, they would never mean it.

But now that Rarity had helped her to see reason, she realized Rarity really was right. Nopony had laughed at her, in fact, there had been nopony else around, and if Garden Gold had gone out of his way to pick a fresh rose, maybe he wasn't like other stallions. Like Rarity said, there was more to a pony than just looks, and maybe Garden Gold loved her for who she was as a pony and not just what she looked like. Fluttershy had spent her entire life reading romance novels and dreaming of the day when she would find her special somepony, and if there was a chance Garden Gold could be it, she was willing to take a risk for once in her life. Tomorrow, she would find his peach stand and tell him yes. Even if she would be too nervous to speak at first.

But...something stopped her.

It was a feeling, one that, until now, Fluttershy hadn't been able to place. It had been there ever since Rarity had said all those wonderful things about her as they sat in front of the mirror. Or maybe it had been there when Rarity was holding her while she talked about the colts and just hadn't noticed it through the myriad of other emotions. But as she thought back, maybe it had been there all along. Maybe it was why Fluttershy been counting down the days on her calender to when Rarity got back. Maybe it was why every moment she spent with her felt like paradise. Until now, all she knew was that she had felt it once before. It was a feeling she had only felt for the colt at flight camp, right before he planted the seed in her head that it would be something she would never feel for a stallion again. And he was right in a way, she hadn't felt it for a stallion since then, not yet anyway, but she felt it for a mare. She now knew why Rarity's question had made her so nervous. Fluttershy's heart had known she was in love, it had just taken her brain a little longer to recognize the signals. Right now, they both were going a mile a minute. _I'm in love with Rarity._

As soon as this realization of struck her, she squealed and pulled the covers over her head, convinced that this feeling wouldn't be able to find her under there and would just go away. Fluttershy tried to convince herself that it wasn't true. Rarity had helped her through a very personal problem and she had shared a traumatic event from her past that she'd never told anypony else with her. It was normal to feel affection for her, but only the kind of closeness _friends_ shared. If it was romantic, it was probably just misdirected from Garden Gold. Or maybe she just missed Rarity, absence makes the heart grow fonder after all. But as much as she tried to deny it, as much as tried to find a rational explanation, there was no mistaking it. She'd never mistake this feeling of euphoria and unadulterated affection. The only time she ever felt this way was when she was in love, and unlike the colt from flight camp, Fluttershy knew Rarity would never hurt her. Rarity had always been special to her, she looked forward to their spa dates more than anything else, and now, her friendship had blossomed into feelings much stronger than what a pony would feel toward a friend.

Fluttershy shook her head vigorously, as though though it would rattle her brain into thinking correctly again. When she finally stopped, it took her eyes a few seconds to stop rolling around in her skull. _No, Fluttershy, Rarity is your best friend_ _and that's all she ever will be. What's going to happen if things don't work out? Do you really want to risk your friendship for something like that? What if we never speak to each other again?!_ She knew she was exaggerating, but the fear was enough to snap Fluttershy back to reality, and she was able to see things with more clarity. Rarity was a mare seeking only for stallions, and so was Fluttershy for that matter. _When did I even start liking mares in the first place?_ Rarity had always dreamt of a prince coming to sweep her off her feet, not a princess, and although she cared for Fluttershy a great deal, her feelings were strictly platonic. On top of all that, Rarity was so thrilled that Fluttershy had been asked out, and if Rarity found out she had turned Garden Gold down, she was going to want an explanation, one that Fluttershy was never going to give, not in Luna's blue moon.

 _I'm just tired, that's all it is. It's been a long, emotionally exhausting day and my brain just isn't functioning properly. I'll go to bed, and all these feelings will be gone in the morning. I probably won't even remember having them._ _I'll find Gardon Gold, plan a date, spend all day at the boutique getting fitted for my dress when Rarity comes home, have a wonderful date, plan a second, and everything will turn out fine_. _Rarity will be happy, Gardon Gold will be happy, and I'll….never have to worry about Rarity finding out I feel this way._ _I don't even like mares anyway, so maybe being with a stallion with remind me of that. It's better for everyone if I'm with Garden Gold._

Satisfied with her conclusion, Fluttershy leaned over and blew out the candle, plunging the room into darkness save for the moonlight cascading in through the window. She rested her head on the pillow and snuggled under her covers which were now warmed up from her body heat. As she the veil of sleep began to fall over her, she looked out her window at the billions of scintillating stars that Luna had arranged in the night sky and couldn't help but wonder if Rarity was looking at the same ones from a hotel balcony somewhere in Manehattan.

Fluttershy sighed wistfully into her pillow and whispered, "Goodnight Rarity."

But she couldn't let it end there. Before she let sleep overtake her, and before she pretended like none of this had ever happened when she woke up the next morning, she had to say one more thing. It wasn't just what had happened today that warranted what she was about to say, today had just made her realize days like today had been one of thousands. Fluttershy thought back to all the times Rarity had been there by her side to help her through the bad times and cheer her on through the good. All the times she'd wiped away her tears whether they were from laughter or despair. All the times she never gave up on her, not until she had Fluttershy smiling again, and how much all of it meant to her was spoken of in one simple sentence. Whether or not it she meant it romantically or as a friend didn't matter, it was was true either way.

It was barely above a whisper, and had somepony been in the room they might not have heard it, but Angel, who had woken up when Fluttershy shifted around in the covers, heard it clearly.

"I love you."


End file.
